UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 23)
SANTA FE FINANCIAL CORPORATION
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Name of Issuer
Common Stock, Par Value $0.10 Per Share
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Title of Class of Securities
802014-10-0
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CUSIP Number
Michael G. Zybala
Asst. Secretary and Counsel
The InterGroup Corporation
820 Moraga Drive
Los Angeles, California 90049
(310) 889-2500
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Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
December 30, 2005
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Date of Event which Requires Filing of this Statement
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box. [ ]
Page 1 of 6
CUSIP No. 802014-10-0 Page 2 of 6 Pages
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1. Name of Reporting Person Tax Identification Number
The InterGroup Corporation 13-3293645
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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3. SEC Use Only
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4. Source of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 968,564
Beneficially -----------------------------------
Owned by 8. Shared Voting Power
Each
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With 919,164
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
968,564 Shares of Common Stock
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row 11
78.0%
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14. Type of Reporting Person
CO
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CUSIP No. 802014-10-0 Page 3 of 6 Pages
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1. Name of Reporting Person Tax Identification Number
John V. Winfield
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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3. SEC Use Only
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4. Source of Funds
N/A
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5. Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
U.S.
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Number of 7. Sole Voting Power
Shares
Beneficially -----------------------------------
Owned by 8. Shared Voting Power
Each 968,564
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With 49,400
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10. Shared Dispositive Power
968,564
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
968,564 Shares of Common Stock
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row 11
78.0%
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14. Type of Reporting Person
IN
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AMENDMENT NO. 23
TO SCHEDULE 13D
OF THE INTERGROUP CORPORATION
AND JOHN V. WINFIELD
REGARDING OWNERSHIP OF SECURITIES OF
SANTA FE FINANCIAL CORPORATION
This Amendment No. 23 to Schedule 13D is being filed by The
InterGroup Corporation, a Delaware Corporation ("InterGroup"), and John V.
Winfield, the Chairman, President and Chief Executive Officer of InterGroup,
to update information previously furnished.
The following items of this Schedule 13D are amended:
Item 1. Security of issuer
This Amendment reflects additional purchases of the Common Stock,
$.10 par value (the "Common Stock") of Santa Fe Financial Corporation, a
Nevada corporation, ("Santa Fe") by InterGroup and the conversion of 63,600
shares of Convertible Voting Preferred Stock (the "Preferred Stock") by
InterGroup into 63,6000 shares of Common Stock.
Item 3. Source and Amount of Funds or Other Consideration.
InterGroup used working capital as its source of funds to purchase
additional shares of the Common Stock. No funds or other consideration were
paid for the conversion of the Preferred Stock into shares of Common Stock of
Santa Fe. The Preferred Stock was convertible to Common Stock on a one-for-
one basis.
Item 4. Purposes of Transactions.
InterGroup and Mr. Winfield have ownership and voting control over
Santa Fe. Mr. Winfield serves as Chairman of the Board, President and Chief
Executive Officer of InterGroup and Santa Fe. All of Santa Fe's Directors
also serve as Directors of InterGroup. As previously reported, on June 30,
1998, John V. Winfield entered into a voting trust agreement, whereby he
granted to InterGroup the right to vote the 49,400 shares of Santa Fe Common
Stock owned by him as well as a right of first refusal on any sale of those
shares.
On December 31, 2005, InterGroup elected to convert the 63,600
shares of Preferred Stock that it owned in Santa Fe into 63,600 shares of
Common Stock. The Preferred Stock was convertible to Common Stock on a one-
for-one basis. The conversion of the Preferred Stock to Common Stock of the
Company by InterGroup was for investment purposes. InterGroup or Mr. Winfield
may, from time to time, purchase additional shares of Common Stock in open
market transactions, primarily block purchases, or in private transactions,
to increase their ownership position in Santa Fe.
InterGroup, Santa Fe and John V. Winfield have no other plans or
intentions that relate to or would result in the events set forth in Item 4
of the instructions to Schedule 13D.
Page 4 of 6
Item 5. Interest in the Securities of the Issuer
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(a) InterGroup, as of December 31, 2005, may be deemed to
beneficially own, for purposes of this Section 13(d) of the Exchange Act: (i)
919,164 shares of the Common Stock it directly owns; and (ii) 49,400 shares of
Common Stock owned by Mr. Winfield over which it has voting control. The total
of those shares represent approximately 78.0% of the outstanding Common Stock
of Santa Fe.
John V. Winfield owns 49,400 shares of the Common Stock of Santa Fe.
Mr. Winfield is the Chairman, President and Chief Executive Officer of
InterGroup and is the controlling shareholder of InterGroup. Mr. Winfield has
investment and voting control of the securities held by InterGroup. To the
extent that Mr. Winfield is deemed to beneficially own, for purposes of
Section 13(d), the Common Stock owned by InterGroup, he would beneficially own
78.0% of the Common Stock.
The above percentages were determined based on Santa Fe's
representations in its latest filing with the Securities and Exchange
Commission that it had 1,178,210 shares of Common Stock issued and
outstanding as of November 9, 2005, and assuming the effect of the conversion
of the 63,600 shares of Preferred Stock into Common Stock.
(b) As the Chairman, President, Chief Executive Officer and
controlling shareholder of InterGroup, John V. Winfield shares the voting
power and disposition power with respect to the Common Stock and Preferred
Stock owned by InterGroup.
As provided for in the voting trust agreement, InterGroup has voting
power over the shares owned by Mr. Winfield. Mr. Winfield has sole
disposition power with respect to the Common Stock owned by him, subject to
InterGroup's right of first refusal.
(c) Other than the conversion of the 63,600 shares of Preferred
Stock into shares of Common Stock discussed above, the following transaction
was effected in the Common Stock during the past sixty (60) days by
InterGroup:
Number of Price per
Date Shares Share Nature
-------- --------- --------- --------------------
12/30/05 14,100 $18.40 Open Market Purchase
(d) No person other than InterGroup, with respect to its shares, or
Mr. Winfield, with respect to his shares, has the right to receive or the
power to direct the receipt of dividends from, and the proceeds from the sale
of, the shares beneficially owned by each.
(e) Inapplicable.
Page 5 of 6
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 4, 2006 THE INTERGROUP CORPORATION
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By: /s/ Michael G. Zybala
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Michael G. Zybala
Asst. Secretary and Counsel
Dated: January 4, 2006 /s/ John V. Winfield
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John V. Winfield
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